S-VENTURES PLC

(“S-Ventures” or the “Company”)

PULSIN ACQUISITION: ADJUSTMENT OF PURCHASE CONSIDERATION

Further to our announcement of 26 July 2021 with respect to the acquisition of Pulsin Limited (“Pulsin”), S-Ventures and the vendors of Pulsin have agreed certain adjustments to the purchase consideration to be delivered in respect of the acquisition.  The combined effect of these adjustments is to cap future potential cash consideration to £400,000 and to lower the effective acquisition cost from the original £6.7 million to £5.5 million, based on the closing mid-market share price at the time of the agreement.

The original projected consideration of £6.7 million was to be delivered via the combination of £1.95 million in cash, £2.06 million in loan notes (“Loan Notes”), the issue of 12,176,810 new ordinary shares in the Company and the issuance of 3,000,000 deferred shares based on Pulsin’s sales performance.

The new agreement on purchase consideration means the Loan Notes have been fully satisfied by the issue of 2,642,856 new ordinary shares in the Company, an immediate cash payment of £300,000 and a deferred cash payment of £100,000 in December 2022.

Admission and Total Voting Rights

The application will be made for the 2,642,856 new ordinary shares being issued immediately to be admitted to trading on the Access segment of the AQSE Growth Market (“Admission”). Admission is expected to become effective on, or around, 22 June 2022.

Following the Admission of the new ordinary shares, the issued share capital of the Company will be 122,445,799 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interests in, or change to their interest in, the Company under the FCA’s Disclosure and Transparency Rules.

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About S-Ventures

S-Ventures is listed on UK AQUIS Exchange (Ticker Code “SVEN”). The Company seeks to identify investment opportunities in the health & wellness, organic food and wellbeing sectors within the UK and Europe, adding value by providing capital and expertise to the target companies. The experience and operational skills of the Board led by Scott Livingston (CEO) are intended to act as an accelerator to smaller brands that have a solid foundation and platform but may lack the skills and capital. The main objectives are to cross-fertilise opportunities between the target companies and scale the individual entities and look for exit opportunities and/or synergistic collaborations through scaling we seek to create significant value for all stakeholders. Since listing on AQSE in September 2020, the Company has acquired significant interests in seven companies.